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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

(Mark One)

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2022

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ______________.

 

Commission File Number 1-32955

 

HOUSTON AMERICAN ENERGY CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   76-0675953

(State or other jurisdiction

of incorporation or organization)

  

(IRS Employer

Identification No.)

 

801 Travis Street, Suite 1425, Houston, Texas 77002
(Address of principal executive offices)(Zip Code)

 

(713) 222-6966
(Registrant’s telephone number, including area code)

 

 
(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock,  $0.001 par value per share   HUSA   NYSE American

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒
Smaller reporting company ☒ Emerging growth company ☐    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

 

As of August 12, 2022, we had 9,928,338 shares of $0.001 par value common stock outstanding.

 

 

 

 
 

 

HOUSTON AMERICAN ENERGY CORP.

 

FORM 10-Q

 

INDEX

 

      Page No.
PART I.   FINANCIAL INFORMATION  
       
Item 1.   Financial Statements (Unaudited) 3
       
    Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 3
       
    Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited) 4
       
    Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited) 5
       
    Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited) 6
       
    Notes to Consolidated Financial Statements (Unaudited) 7
       
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
       
Item 3.   Quantitative and Qualitative Disclosures About Market Risk 15
       
Item 4.   Controls and Procedures 15
       
PART II   OTHER INFORMATION 16
       
Item 6.   Exhibits 16

 

2
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1 Financial Statements

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

           
   June 30, 2022   December 31, 2021 
ASSETS          
CURRENT ASSETS          
Cash  $4,602,772   $4,894,577 
Accounts receivable – oil and gas sales   266,826    214,662 
Prepaid expenses and other current assets   99,870    85,403 
TOTAL CURRENT ASSETS   4,969,468    5,194,642 
           
PROPERTY AND EQUIPMENT          
Oil and gas properties, full cost method          
Costs subject to amortization   62,785,384    62,771,222 
Costs not being amortized   2,343,126    2,343,126 
Office equipment   90,004    90,004 
Total   65,218,514    65,204,352 
Accumulated depletion, depreciation, amortization, and impairment   (60,506,334)   (60,396,594)
PROPERTY AND EQUIPMENT, NET   4,712,180    4,807,758 
           
Cost method investment   704,061    455,779 
Right of use asset   242,338    272,507 
Other assets   3,167    3,167 
TOTAL ASSETS  $10,631,214   $10,733,853 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accounts payable  $39,365   $69,607 
Accrued expenses   16,942    15,176 
Current portion of lease liability   61,098    57,174 
TOTAL CURRENT LIABILITIES   117,405    141,957 
           
LONG-TERM LIABILITIES          
Lease liability, net of current portion   180,150    211,744 
Reserve for plugging and abandonment costs   71,906    68,209 
TOTAL LONG-TERM LIABILITIES   252,056    279,953 
           
TOTAL LIABILITIES   369,461    421,910 
           
COMMITMENTS AND CONTINGENCIES   -      
           
SHAREHOLDERS’ EQUITY          
Preferred stock, par value $0.001; 10,000,000 shares authorized,          
Series A Convertible Preferred Stock, par value $0.001; 2,000 shares authorized; 0 shares issued and outstanding   —    — 
Series B Convertible Preferred Stock, par value $0.001; 1,000 shares authorized; 0 shares issued and outstanding   —    — 
Common stock, par value $0.001; 12,000,000 shares authorized; 9,928,338 shares issued and outstanding   9,928    9,928 
Additional paid-in capital   83,456,461    83,345,456 
Accumulated deficit   (73,204,636)   (73,043,441)
TOTAL SHAREHOLDERS’ EQUITY   10,261,753    10,311,943 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $10,631,214   $10,733,853 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

3
 

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

 

                     
  

Six Months

Ended June 30,

  

Three Months

Ended June 30,

 
   2022   2021   2022   2021 
                 
OIL AND GAS REVENUE  $886,809   $632,487   $462,989   $303,999 
                     
EXPENSES OF OPERATIONS                    
Lease operating expense and severance tax   311,757    258,745    150,485    92,531 
General and administrative expense   628,996    640,088    258,896    231,328 
Depreciation and depletion   109,740    58,635    51,501    26,271 
Total operating expenses   1,050,493    957,468    460,882    350,130 
                     
Income (loss) from operations   (163,684)   (324,981)   2,107    (46,131)
                     
OTHER INCOME (EXPENSE)                    
Interest income   2,489    11,457    2,258    787 
Interest expense   —    (296)   —    — 
Total other income (expense)   2,489    11,161    2,258    787 
                     
Net income (loss) before taxes   (161,195)   (313,820)   4,365    (45,344)
                     
Income tax expense   —    —    —    — 
                     
Net income (loss)   (161,195)   (313,820)   4,365    (45,344)
                     
Dividends to Series A and B preferred stockholders   —    (37,201)   —    — 
                     
Net income (loss) attributable to common shareholders  $(161,195)  $(351,021)  $4,365   $(45,344)
                     
Income (loss) per common share:                    
Basic  $(0.02)  $(0.04)  $0.00   $(0.00)
Diluted  $(0.02)  $(0.04)  $0.00   $(0.00)
                     
Weighted average number of common shares outstanding:                    
Based   9,923,338    9,412,722    9,923,338    9,923,338 
Diluted   9,923,338    9,412,722    10,379,291    9,923,338 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

4
 

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

 

                                    
                   Additional         
   Preferred Stock   Common Stock   Paid-in   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
                             
Balance – December 31, 2021   —   $—    9,928,338   $9,928   $83,345,456   $(73,043,441)  $10,311,943 
                                    
Stock-based compensation   —    —    —    —    85,485    —    85,485 
Net loss   —    —    —    —    —    (165,560)   (165,560)
                                    
Balance – March 31, 2022   —    —    9,928,338    9,928    83,430,941    (73,209,001)   10,231,868 
                                    
Stock-based compensation   —    —    —    —    25,520    —    25,520 
Net income   —    —    —    —    —    4,365    4,365 
                                    
Balance – June 30, 2022   —   $—    9,928,338   $9,928   $83,456,461   $(73,204,636)  $10,261,753 

 

                   Additional         
   Preferred Stock   Common Stock   Paid-in   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
                             
Balance – December 31, 2020   1920   $2    6,977,718   $6,977   $78,453,906   $(72,021,911)  $6,438,974 
                                    
Issuance of common stock for cash, net   —    —    2,921,620    2,922    6,572,967    —    6,575,889 
Stock-based compensation   —    —    —    —    15,109    —    15,109 
Conversion of Series A Preferred Stock to common stock   (60)   —    24,000    24    (24)   —    — 
Redemption of Series A and Series B Preferred Stock   (1,860)   (2)   —    —    (1,967,798)   —    (1,967,800)
Series A and Series B Preferred Stock dividends paid             —    —    (37,201)   —    (37,201)
Net loss   —    —    —    —    —    (268,476)   (268,476)
                                    
Balance – March 31, 2021   —    —    9,923,338    9,923    83,036,959    (72,290,387)   10,756,495 
                                    
Net loss   —    —    —    —    —    (45,344)   (45,344))
                                    
Balance – June 30, 2021   —   $—    9,923,338   $9,923   $83,036,959   $(72,335,731)  $10,711,151 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

5
 

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

 

           
   For the Six Months Ended June 30, 
   2022   2021 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(161,195)  $(313,820)
Adjustments to reconcile net loss to net cash used in operations:          
Depreciation and depletion   109,740    58,635 
Accretion of asset retirement obligation   3,697    4,280 
Stock-based compensation   111,005    15,109 
Amortization of right of use asset   30,169    48,279 
Changes in operating assets and liabilities:          
Increase in accounts receivable   (52,164)   (64,824)
Increase in prepaid expenses and other current assets   (14,467)   (158,892)
Decrease in accounts payable and accrued expenses   (24,552)   (111,752)
Decrease in operating lease liability   (31,594)   (4,774)
           
Net cash used in operating activities   (29,361)   (527,759)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Payments for the acquisition and development of oil and gas properties   (14,162)   (30,948)
Payments for capital contribution for cost method investment   (248,282)   (136,001)
           
Net cash used in investing activities   (262,444)   (166,949)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from the issuance of common stock, net of expenses   —    6,575,889 
Redemption of Series A and Series B Preferred Stock   —    (1,967,800)
Payment of preferred stock dividends   —    (37,201)
           
Net cash provided by financing activities   —    4,570,888 
           
(Decrease)/increase in cash   (291,805)   3,876,180 
Cash, beginning of period   4,894,577    1,242,560 
Cash, end of period  $4,602,772   $5,118,740 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
Interest paid  $—   $— 
Taxes paid  $—   $— 
           
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES          
Conversion of Series A preferred stock to common stock  $—   $24 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

6
 

 

HOUSTON AMERICAN ENERGY CORP.

Notes to Consolidated Financial Statements

(Unaudited)

 

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited consolidated financial statements of Houston American Energy Corp., a Delaware corporation (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for a complete financial presentation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.

 

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes, which are included as part of the Company’s Form 10-K for the year ended December 31, 2021.

 

Consolidation

 

The accompanying consolidated financial statements include all accounts of the Company and its subsidiaries (HAEC Louisiana E&P, Inc., HAEC Oklahoma E&P, Inc., and HAEC Caddo Lake E&P, Inc.). All significant inter-company balances and transactions have been eliminated in consolidation.

 

Liquidity and Capital Requirements

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the issuance date of these consolidated financial statements. The Company has incurred continuing losses since 2011, including a loss of $161,195 for the six months ended June 30, 2022.

 

The Company believes that it has the ability to fund, from cash on hand, its operating costs and anticipated drilling operations for at least the next twelve months following the issuance of these financial statements.

 

The actual timing and number of wells drilled during 2022 will be principally controlled by the operators of the Company’s acreage, based on a number of factors, including but not limited to availability of financing, performance of existing wells on the subject acreage, energy prices and industry condition and outlook, costs of drilling and completion services and equipment and other factors beyond the Company’s control or that of its operators.

 

In the event that the Company pursues additional acreage acquisitions or expands its drilling plans, the Company may be required to secure additional funding beyond our resources on hand. While the Company may, among other efforts, seek additional funding from “at-the-market” sales of common stock, and private sales of equity and debt securities, it presently does not have any commitments to provide additional funding, has less than 1 million shares of common stock available to support capital raising efforts and there can be no assurance that the Company can secure the necessary capital to fund its share of drilling, acquisition or other costs on acceptable terms or at all. If, for any reason, the Company is unable to fund its share of drilling and completion costs, it would forego participation in one or more of such wells. In such event, the Company may be subject to penalties or to the possible loss of some of its rights and interests in prospects with respect to which it fails to satisfy funding obligations and it may be required to curtail operations and forego opportunities.

 

Accounting Principles and Use of Estimates

 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management reviews its estimates, including those related to such potential matters as litigation, environmental liabilities, income taxes and the related valuation allowance, determination of proved reserves of oil and gas and asset retirement obligations. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.

 

7
 

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents and any marketable securities (if any). The Company had cash deposits of $4,308,432 in excess of the FDIC’s current insured limit on interest bearing accounts of $250,000 as of June 30, 2022. The Company also had cash deposits of $5,019 in Colombian banks at June 30, 2022 that are not insured by the FDIC. The Company has not experienced any losses on its deposits of cash and cash equivalents.

 

Earnings (Loss) per Share

 

Basic earnings (loss) per share is computed by dividing net loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted in common shares that then shared in the earnings of the Company. In periods in which the Company reports a net loss, dilutive securities are excluded from the calculation of diluted net loss per share amounts as the effect would be anti-dilutive.

 

Recently Issued Accounting Pronouncements

 

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.

 

Subsequent Events

 

The Company has evaluated all transactions from June 30, 2022 through the financial statement issuance date for subsequent event disclosure consideration.

 

NOTE 2 – REVENUE FROM CONTRACTS WITH CUSTOMERS

 

Disaggregation of Revenue from Contracts with Customers

 

The following table disaggregates revenue by significant product type for the three and six-month periods ended June 30, 2022 and 2021:

 

                     
  

Three Months

Ended
June 30, 2022

  

Three Months Ended

June 30, 2021

  

Six Months Ended

June 30, 2022

  

Six Months Ended

June 30, 2021

 
Oil sales  $263,427   $246,950   $542,905   $475,793 
Natural gas sales   119,824    29,738    191,206    99,824 
Natural gas liquids sales   79,738    27,311    152,698    56,870 
Total revenue from customers  $462,989   $303,999   $886,809   $632,487 

 

There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of June 30, 2022 or 2021.

 

NOTE 3 – OIL AND GAS PROPERTIES

 

During the six months ended June 30, 2022, the Company invested $14,162, net, for the acquisition and development of oil and gas properties, consisting of cost of development of U.S. properties, net, principally attributable to final expenses related to the plugging and abandonment of the Lou Brock well. The full amount invested was capitalized to oil and gas properties subject to amortization.

 

The Company also invested $248,282 in Hupecol Meta relating to drilling operations in Colombia and acquisition of additional interest in Hupecol Meta, reflected in the cost method investment asset. During the six months ended June 30, 2022, Hupecol Meta drilled a vertical test well in the Venus Exploration Area of the larger CPO-11 block in Colombia.

 

During the three and six months ended June 30, 2022, the Company recorded depletion expense of $51,501 and $109,740, respectively. During the three and six months ended June 30, 2021, the Company recorded depletion expense of $26,271 and $58,635, respectively.

 

8
 

 

Geographical Information

 

The Company currently has properties in two geographical areas, the United States and Colombia. Revenues for the six months ended June 30, 2022 and long lived assets (net of depletion, amortization, and impairments) as of June 30, 2022 attributable to each geographical area are presented below:

 

   Six Months Ended June 30, 2022   As of June 30, 2022 
   Revenues   Long Lived Assets, Net 
United States  $886,809   $2,369,054 
Colombia   —    2,343,126 
Total  $886,809   $4,712,180 

 

NOTE 4 – STOCK-BASED COMPENSATION EXPENSE

 

In 2008, the Company adopted the Houston American Energy Corp. 2008 Equity Incentive Plan (the “2008 Plan”). The terms of the 2008 Plan, as amended in 2012 and 2013, allow for the issuance of up to 480,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock.

 

In 2017, the Company adopted the Houston American Energy Corp. 2017 Equity Incentive Plan (the “2017 Plan”). The terms of the 2017 Plan, allow for the issuance of up to 400,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock.

 

In 2021, the Company adopted the Houston American Energy 2021 Equity Incentive Plan (the “2021 Plan” and, together with the 2008 Plan and the 2017 Plan, the “Plans”). The terms of the 2021 Plan allow for the issuance of up to 500,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock.

 

Persons eligible to participate in the Plans are key employees, consultants and directors of the Company.

 

The Company periodically grants options to employees, directors and consultants under the Plans and is required to make estimates of the fair value of the related instruments and recognize expense over the period benefited, usually the vesting period.

 

Stock Option Activity

 

A summary of stock option activity and related information for the six months ended June 30, 2022 is presented below:

 

   Options   Weighted-Average Exercise Price  

Aggregate Intrinsic Value

 
             
Outstanding at January 1, 2022   990,173   $3.38      
Granted   —    —      
Exercised   —    —      
Forfeited / expired   (48,696)   20.63      
Outstanding at June 30, 2022   941,477   $2.49   $2,052,817 
Exercisable at June 30, 2022   791,481   $2.63   $1,629,817 

 

During the three and six months ended June 30, 2022, the Company recognized $25,520 and $111,005, respectively, of stock-based compensation expense attributable to the amortization of stock options. As of June 30, 2022, total unrecognized stock-based compensation expense related to non-vested stock options was approximately $30,364. The unrecognized expense is expected to be recognized over a weighted average period of 0.06 years and the weighted average remaining contractual term of the outstanding options and exercisable options at June 30, 2022 is 6.57 years and 6.10 years, respectively.

 

As of June 30, 2022, there were 236,000 shares of common stock available for issuance pursuant to future stock or option grants under the Plans.

 

9
 

 

Stock-Based Compensation Expense

 

The following table reflects total stock-based compensation recorded by the Company for the six months ended June 30, 2022 and 2021:

 

           
  

Six Months Ended

June 30,

 
   2022   2021 
         
Stock-based compensation expense included in general and administrative expense  $111,005   $15,109 
Earnings per share effect of share-based compensation expense – basic and diluted  $(0.01)  $(0.00)

 

NOTE 5 – CAPITAL STOCK

 

Series A Convertible Preferred Stock

 

During the six months ended June 30, 2021, the Company paid dividends on Series A Convertible Preferred Stock in the amount of $20,501.

 

In February 2021, 60 shares of Series A Preferred Stock were converted into 24,000 shares of common stock, and the Company redeemed all remaining shares of Series A Preferred Stock for cash paid of $1.07 million plus accrued dividends.

 

Series B Convertible Preferred Stock

 

During the six months ended June 30, 2021, the Company paid dividends on Series B Convertible Preferred Stock in the amount of $16,700.

 

In February 2021, the Company redeemed all remaining shares of Series B Preferred Stock for cash paid of $0.9 million plus accrued dividends.

 

Warrants

 

A summary of warrant activity and related information for 2022 is presented below:

 

   Warrants   Weighted-Average
Exercise Price		   Aggregate
Intrinsic Value		 
             
Outstanding at January 1, 2022   98,400   $2.63      
Issued   —    —      
Exercised   —    —      
Expired   (4,000)   6.88      
Outstanding at June 30, 2022   94,400   $2.46   $201,072 
Exercisable at June 30, 2022   94,400   $2.46   $201,072 

 

NOTE 6 – EARNINGS PER COMMON SHARE

 

Earnings (loss) per common share-basic is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Net income (loss) per common share-diluted assumes the conversion of all potentially dilutive securities and is calculated by dividing net (loss) income by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus potentially dilutive securities. Net (loss) income per common share-diluted considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares, as defined above, would have an anti-dilutive effect.

 

The calculation of earnings per share for the periods indicated below were as follows:

 

                     
   Three Months Ended June 30,   Six Months Ended June 30, 
  2022   2021   2022   2021 
Numerator:                   
Net income (loss)  $4,365   $(45,344)  $(161,195)  $(313,820)
                     
Dividends to Series A and B preferred shareholders   —    —    —    (37,201)
Net income (loss) attributable to common shareholders  $4,365   $(45,344)  $(161,195)  $(351,021)
                     
Denominator:                    
Weighted average common shares – basic   9,923,338    9,923,338    9,923,338    9,412,722 
                     
Dilutive effect of common stock equivalents:                    
Options and warrants   455,953    —    —    — 
                     
Denominator:                    
Weighted average common shares – diluted   10,379,291    9,923,338    9,923,338    9,412,722 
                     
Earnings (loss) per share – basic  $0.00   $(0.00)  $(0.02)  $(0.04)
Earnings (loss) per share – diluted  $0.00   $(0.00)  $(0.02)  $(0.04)

 

10
 

 

For the three and six months ended June 30, 2022 and 2021, the following and warrants and options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive:

 

                     
   Six Months Ended June 30,   Three Months Ended June 30, 
   2022   2021   2022   2021 
Stock warrants   —    98,400    94,400    98,400 
Stock options   74,000    726,177    990,177    726,177 
Total   74,000    824,577    1,084,577    824,577 

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES

 

Lease Commitment

 

The Company leases office facilities under an operating lease agreement that expires October 31, 2025. During the three and six months ended June 30, 2022, the operating cash outflows related to operating lease liabilities totaled $21,560 and $43,121, respectively, and the expense for the right of use asset for operating leases totaled $15,940 and $30,169, respectively. As of June 30, 2022, the Company’s operating lease had a weighted-average remaining term of 3.3 years and a weighted average discount rate of 12%. As of June 30, 2022, the lease agreement requires future payments as follows:

Year  Amount 
2022   43,253 
2023   87,288 
2024   88,801 
2025   75,051 
Total future lease payments   294,393 
Less: imputed interest   53,145 
Present value of future operating lease payments   241,248 
Less: current portion of operating lease liabilities   61,098 
Operating lease liabilities, net of current portion  $180,150 
Right of use assets  $242,338 

 

Total base rental expense was $22,161 and $30,048 for the three months ended June 30, 2022 and 2021, respectively, and $46,836 and $60,180 for the six months ended June 30, 2022 and 2021, respectively. The Company does not have any capital leases or other operating lease commitments.

 

11
 

 

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Information

 

This Form 10-Q quarterly report of Houston American Energy Corp. (the “Company”) for the six months ended June 30, 2022, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that there are statements that are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement, where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished.

 

The actual results or events may differ materially from those anticipated and as reflected in forward-looking statements included herein. Factors that may cause actual results or events to differ from those anticipated in the forward-looking statements included herein include the Risk Factors described in Item 1A herein and in our Form 10-K for the year ended December 31, 2021.

 

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date, and we will not update that information except as required by law in the normal course of our public disclosure practices.

 

Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part 1 of this Form 10-Q, as well as the Risk Factors in Item 1A and the financial statements in Item 7 of Part II of our Form 10-K for the fiscal year ended December 31, 2021.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We believe certain critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements. A description of our critical accounting policies is set forth in our Form 10-K for the year ended December 31, 2021. As of, and for the six months ended, June 30, 2022, there have been no material changes or updates to our critical accounting policies.

 

Unevaluated Oil and Gas Properties

 

Unevaluated oil and gas properties not subject to amortization, include the following at June 30, 2022:

 

   June 30, 2022 
Acquisition costs  $143,847 
Development and evaluation costs   2,199,279 
Total  $2,343,126 

 

The carrying value of unevaluated oil and gas prospects above was primarily attributable to properties in the South American country of Colombia. We are maintaining our interest in these properties.

 

Recent Developments

 

Equity Investment

 

In 2019, we acquired a 2% interest in Hupecol Meta, LLC (“Hupecol Meta”) (the “Hupecol Meta Acquisition”), which interest was subsequently increased on multiple occasions, including the acquisition, during the six months ended June 30, 2022, of an additional interest (1%) in Hupecol Meta for $100,000.

 

12
 

 

Hupecol Meta holds a working interest in the 639,405 gross acre CPO-11 block in the Llanos Basin in Colombia, comprised of the 69,128 acre Venus Exploration Area and 570,277 acres, which was 50% farmed out by Hupecol Meta. As of June 30, 2022, through our ownership interest in Hupecol Meta, we held an approximately 11% interest in the Venus Exploration Area and approximately 5.5% interest in the remainder of the block.

 

Drilling Activity

 

During the six months ended June 30, 2022, Hupecol Meta drilled the Bugalu 1, a vertical test well in the Venus Exploration Area of the CPO-11 block in Colombia. At June 30, 2022, drilling operations on the Bugalu 1 had been completed, production casing was run and the well was awaiting testing. A directional well from a second site in the Venus Exploration Area commenced drilling in July 2022. No drilling operations were conducted on our U.S. properties during the six months ended June 30, 2022.

 

During the six months ended June 30, 2022, our capital investment expenditures totaled $262,444, principally relating to final expenses associated with the plugging and abandonment of the Lou Brock well ($14,162) and investments in our cost method investment in Hupecol Meta ($148,282)(excluding $100,000 investment to increase our equity interest in Hupecol Meta).

 

Colombian Elections

 

In June 2022, Colombia elected as its President, leftist candidate, Gustavo Petro. President-elect Petro has publicly vowed to wind down fossil fuel production in Colombia and end fracking in Colombia as part of a plan to transition to renewable green energy. While the President-elect’s proclamations are openly hostile to the oil and gas industry and appear to bar grants of future oil and gas contracts, those proclamations appear to honor existing oil and gas contracts. Moreover, the President-elect’s proclamations do not appear to be supported by the Colombian lawmakers which may make it difficult for the President-elect to effectively carry out his proclamations. Nonetheless, hostility from the executive branch may make the climate for drilling wells on existing acreage more challenging than is already the case.

 

Results of Operations

 

Oil and Gas Revenues. Total oil and gas revenues increased 52% to $462,989 in the three months ended June 30, 2022, compared to $303,999 in the three months ended June 30, 2021. Oil and gas revenues increased 40% to $886,809 for the six months ended June 30, 2022, compared to $632,487 in the six months ended June 30, 2021. The increase in revenue was due to (i) increased natural gas production volumes, up 59% and 38% for the three and six-month periods, respectively, partially offset by a decline in oil production, down 38% and 34% for the three and six-month periods, respectively, and (ii) improved commodity pricing, including 71% and 153% increases in crude oil prices and natural gas prices, respectively, realized during the three-month period and 73% and 39% increases in crude oil prices and natural gas prices, respectively, realized during the six-month period.

 

The following table sets forth the gross and net producing wells, net oil and gas production volumes and average hydrocarbon sales prices for the quarter and six months ended June 30, 2022 and 2021:

 

   Six Months Ended
June 30		   Three Months Ended
June 30,		 
   2022   2021   2022   2021 
Gross producing wells   4    4    4    4 
Net producing wells   0.68    0.68    0.68    0.68 
Net oil production (Bbl)   5,478    8,295    2,438    3,901 
Net gas production (Mcf)   35,542    25,738    18,250    11,447 
Average sales price – oil (per barrel)  $99.11    57.36   $108.05   $63.30 
Average sales price – natural gas (per Mcf)  $5.38    3.88   $6.57   $2.60 

 

The change in production volumes was primarily attributable to our Reeves County wells being put on gas lift during the second half of 2021, partially offset by natural declines in production.

 

The change in average oil sales price realized reflects a spike in global energy prices attributable to global supply uncertainty arising from the Russian invasion of Ukraine.

 

13
 

 

All oil and gas sales revenues are attributable to U.S. operations.

 

Lease Operating Expenses. Lease operating expenses increased 63% to $150,485 during the three months ended June 30, 2022, from $92,531 during the three months ended June 30, 2021. Lease operating expenses increased 20% to $311,757 during the six months ended June 30, 2022, from $258,745 during the six months ended June 30, 2021. The increase in lease operating expenses was attributable to rework and equipment costs.

 

All lease operating expenses are attributable to U.S. operations.

 

Depreciation and Depletion Expense. Depreciation and depletion expense was $51,501 and $26,271 for the three months ended June 20, 2022 and 2021, respectively, and $109,740 and $58,635 for the six months ended June 30, 2022 and 2021, respectively. The change in depreciation and depletion was due to the increase in the depletable base.

 

General and Administrative Expenses (excluding stock-based compensation). General and administrative expense increased 1% to $233,376 during the three months ended June 30, 2022, from $231,328 during the three months ended June 30, 2021 and decreased 17% to $517,991 during the six months ended June 30, 2022, from $624,979 during the six months ended June 30, 2021. The decrease in general and administrative expenses was primarily attributable to higher professional fees during the 2021 period related to the two ATM offerings and redemption of preferred stock.

 

Stock-Based Compensation. Stock-based compensation increased to $25,520 during the three months ended June 30, 2022, from $0 during the three months ended June 30, 2021 and increased 635% to $111,005 during the six months ended June 30, 2022, from $15,109 during the six months ended June 30, 2021. The increase was attributable to the timing of option grants and vesting.

 

Financial Condition

 

Liquidity and Capital Resources. At June 30, 2022, we had a cash balance of $4,602,772 and working capital of $4,852,063, compared to a cash balance of $4,894,577 and working capital of $5,052,685 at December 31, 2021.

 

Cash Flows. Operating activities used $29,361 during the six months ended June 30, 2022, compared to $527,759 used during the six months ended June 30, 2021. The change in operating cash flow was primarily attributable to increased revenues and a resulting decrease in net loss during the six-months ended June 30, 2022.

 

Investing activities used $262,444 during the six months ended June 30, 2022, compared to $166,949 used during the six months ended June 30, 2021. The change in funds used by investing activities is principally attributable to higher investments in Hupecol Meta LLC and investments in plugging and abandonment of our Lou Brock well.

 

Financing activities provided $0 during the six months ended June 30, 2022, compared to $4,570,888 provided during the six months ended June 30, 2021. Cash provided by financing activities during the six months ended June 30, 2021 was attributable to funds received from two at-the-market common stock offerings ($6,575,889), partially offset by cash used to pay dividends on preferred stock ($37,201) and to redeem all remaining outstanding shares of preferred stock ($1,967,800)

 

Long-Term Liabilities. At June 30, 2022, we had long-term liabilities of $252,056, compared to $279,953 at December 31, 2021. Long-term liabilities at June 30, 2022 and December 31, 2021, consisted of a reserve for plugging costs and the long-term lease liability.

 

Capital and Exploration Expenditures and Commitments. Our principal capital and exploration expenditures relate to ongoing efforts to acquire, drill and complete prospects, in particular our Permian Basin acreage and our CPO-11 Colombian acreage. Hupecol Meta drilled a vertical test well in the Venus Exploration Area on the CPO-11 block during the six months ended June 30, 2022 and, in July 2022, Hupecol Meta commenced drilling operations on a directional well on the block. The actual timing and number of well operations undertaken during 2022, in Colombia and the Permian Basin, will be principally controlled by the operators of our acreage, based on a number of factors, including but not limited to availability of financing, performance of existing wells on the subject acreage, energy prices and industry condition and outlook, costs of drilling and completion services and equipment, ability to secure necessary permits and other factors beyond our control or that of our operators.

 

In addition to possible operations on our existing acreage holdings, we continue to evaluate drilling prospects in which may acquire an interest and participate.

 

14
 

 

During the six months ended June 30, 2022, we invested $262,444 for the acquisition and development of oil and gas properties, consisting of drilling and development operations in the U.S ($14,162), principally relating to final expenses related to the plugging and abandonment of the Lou Brock well, and investments in Hupecol Meta ($248,282), including $100,000 paid to increase our ownership interest in Hupecol Meta. The $14,162 invested in U.S. operations was capitalized to oil and gas properties subject to amortization. The $248,282 invested in Hupecol Metal was capitalized to our investment in Hupecol Meta.

 

As our allocable share of well costs will vary depending on the timing and number of wells drilled as well as our working interest in each such well and the level of participation of other interest owners, we have not established a drilling budget but will budget on a well-by-well basis as our operators propose wells.

 

We believe that we have the ability, through our cash on-hand, to fund operations and our cost for all planned wells expected to be drilled during 2022.

 

In the event that we pursue additional acreage acquisitions or expand our drilling plans, we may be required to secure additional funding beyond our resources on hand. While we may, among other efforts, seek additional funding from “at-the-market” sales of common stock, and private sales of equity and debt securities, we presently have less than 1 million authorized shares of common stock available for issuance to support equity capital raises and we have no commitments to provide additional funding, and there can be no assurance that we can secure the necessary capital to fund our share of drilling, acquisition or other costs on acceptable terms or at all. If, for any reason, we are unable to fund our share of drilling and completion costs and fail to satisfy commitments relative to our interest in our acreage, we may be subject to penalties or to the possible loss of some of our rights and interests in prospects with respect to which we fail to satisfy funding commitments and we may be required to curtail operations and forego opportunities.

 

Off-Balance Sheet Arrangements

 

We had no off-balance sheet arrangements or guarantees of third party obligations at June 30, 2022.

 

Inflation

 

We believe that inflation has not had a significant impact on operations since inception.

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Commodity Price Risk

 

The price we receive for our oil and gas production heavily influences our revenue, profitability, access to capital and future rate of growth. Crude oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and gas have been volatile, and these markets will likely continue to be volatile in the future. The price we receive for production depends on numerous factors beyond our control.

 

We have not historically entered into any hedges or other transactions designed to manage, or limit, exposure to oil and gas price volatility.

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of June 30, 2022 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2022. Such conclusion reflects the 2013 departure of our chief financial officer and assumption of duties of principal financial officer by our chief executive officer and the resulting lack of segregation of duties. Until we are able to remedy these material weaknesses, we are relying on third party consultants and our SEC consultant to assist with financial reporting.

 

15
 

 

Changes in Internal Control over Financial Reporting

 

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the quarter ended June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

 

ITEM 6 EXHIBITS

 

Exhibit Number   Description
     
31.1   Certification of CEO and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of CEO and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

16
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.

 

  HOUSTON AMERICAN ENERGY CORP.
Date: August 15, 2022    
  By: /s/ John Terwilliger
    John Terwilliger
    CEO and President (Principal Executive Officer and Principal Financial Officer)

 

17

 

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